0001193125-15-048052.txt : 20150213 0001193125-15-048052.hdr.sgml : 20150213 20150213061100 ACCESSION NUMBER: 0001193125-15-048052 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 GROUP MEMBERS: ABERDARE GP III, L.L.C. GROUP MEMBERS: ABERDARE PARTNERS III, L.P. GROUP MEMBERS: PAUL H. KLINGENSTEIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Conatus Pharmaceuticals Inc. CENTRAL INDEX KEY: 0001383701 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 203183915 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87858 FILM NUMBER: 15608847 BUSINESS ADDRESS: STREET 1: 16745 WEST BERNARDO DRIVE STREET 2: Suite 200 CITY: San Diego STATE: CA ZIP: 92127 BUSINESS PHONE: (858) 376-2600 MAIL ADDRESS: STREET 1: 16745 WEST BERNARDO DRIVE STREET 2: Suite 200 CITY: San Diego STATE: CA ZIP: 92127 FORMER COMPANY: FORMER CONFORMED NAME: Conatus Pharmaceuticals Inc DATE OF NAME CHANGE: 20061214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Aberdare Ventures III LP CENTRAL INDEX KEY: 0001313414 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE EMBARCADERO CENTER STE 4000 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-392-7442 MAIL ADDRESS: STREET 1: ONE EMBARCADERO CENTER STE 4000 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G/A 1 d873550dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 1) *

 

 

Conatus Pharmaceuticals Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

20600T 10 8

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of This Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  ¨ Rule 13d-1(b)

 

  ¨ Rule 13d-1(c)

 

  x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP NO. 20600T 10 8   13G   Page 2 of 9 Pages

 

  1   

NAMES OF REPORTING PERSONS.

 

Aberdare Ventures III, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨        (b)  x (1)

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     5      

SOLE VOTING POWER

 

0 shares

     6   

SHARED VOTING POWER

 

970,809 shares of Common Stock (2)

     7   

SOLE DISPOSITIVE POWER

 

0 shares

     8   

SHARED DISPOSITIVE POWER

 

970,809 shares of Common Stock (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

970,809 shares of Common Stock (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.2% (3)

12  

TYPE OF REPORTING PERSON*

 

PN

 

(1) This Schedule 13G is filed by Aberdare Ventures III, L.P. (“AV III”), Aberdare Partners III, L.P. (“AP III”), Aberdare GP III, L.L.C. (“Aberdare GP III”), and Paul H. Klingenstein (“Klingenstein,” together with AV III, AP III and Aberdare GP III, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes (i) 948,486 shares held by AV III and (ii) 22,323 shares held by AP III. Also includes warrants exercisable within 60 days of December 31, 2014 as follows: (i) 5,131 shares underlying a warrant held by AV III; and (ii) 120 shares underlying a warrant held by AP III. Klingenstein serves as Manager of Aberdare GP III, which serves as the general partner of AV III and AP III, and has voting and investment control over the shares owned by AV III and AP III, and may be deemed to own beneficially the shares held by AV III and AP III. Aberdare GP III owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.
(3) This percentage is calculated based upon 15,689,366 shares of the Issuer’s common stock outstanding as of October 31, 2014, as set forth on the Issuer’s Form 10-Q for the quarterly period ended September 30, 2014 filed with the Securities and Exchange Commission on November 13, 2014.


CUSIP NO. 20600T 10 8   13G   Page 3 of 9 Pages

 

  1   

NAMES OF REPORTING PERSONS.

 

Aberdare Partners III, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨        (b)  x (1)

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     5      

SOLE VOTING POWER

 

0 shares

     6   

SHARED VOTING POWER

 

970,809 shares of Common Stock (2)

     7   

SOLE DISPOSITIVE POWER

 

0 shares

     8   

SHARED DISPOSITIVE POWER

 

970,809 shares of Common Stock (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

970,809 shares of Common Stock (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.2% (3)

12  

TYPE OF REPORTING PERSON*

 

PN

 

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes (i) 948,486 shares held by AV III and (ii) 22,323 shares held by AP III. Also includes warrants exercisable within 60 days of December 31, 2014 as follows: (i) 5,131 shares underlying a warrant held by AV III; and (ii) 120 shares underlying a warrant held by AP III. Klingenstein serves as Manager of Aberdare GP III, which serves as the general partner of AV III and AP III, and has voting and investment control over the shares owned by AV III and AP III, and may be deemed to own beneficially the shares held by AV III and AP III. Aberdare GP III owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.
(3) This percentage is calculated based upon 15,689,366 shares of the Issuer’s common stock outstanding as of October 31, 2014, as set forth on the Issuer’s Form 10-Q for the quarterly period ended September 30, 2014 filed with the Securities and Exchange Commission on November 13, 2014.


CUSIP NO. 20600T 10 8   13G   Page 4 of 9 Pages

 

  1   

NAMES OF REPORTING PERSONS.

 

Aberdare GP III, L.L.C.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨        (b)  x (1)

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     5      

SOLE VOTING POWER

 

0 shares

     6   

SHARED VOTING POWER

 

970,809 shares of Common Stock (2)

     7   

SOLE DISPOSITIVE POWER

 

0 shares

     8   

SHARED DISPOSITIVE POWER

 

970,809 shares of Common Stock (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

970,809 shares of Common Stock (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.2% (3)

12  

TYPE OF REPORTING PERSON*

 

OO

 

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes (i) 948,486 shares held by AV III and (ii) 22,323 shares held by AP III. Also includes warrants exercisable within 60 days of December 31, 2014 as follows: (i) 5,131 shares underlying a warrant held by AV III; and (ii) 120 shares underlying a warrant held by AP III. Klingenstein serves as Manager of Aberdare GP III, which serves as the general partner of AV III and AP III, and has voting and investment control over the shares owned by AV III and AP III, and may be deemed to own beneficially the shares held by AV III and AP III. Aberdare GP III owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.
(3) This percentage is calculated based upon 15,689,366 shares of the Issuer’s common stock outstanding as of October 31, 2014, as set forth on the Issuer’s Form 10-Q for the quarterly period ended September 30, 2014 filed with the Securities and Exchange Commission on November 13, 2014.


CUSIP NO. 20600T 10 8   13G   Page 5 of 9 Pages

 

  1   

NAMES OF REPORTING PERSONS.

 

Paul H. Klingenstein

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨        (b)  x (1)

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     5      

SOLE VOTING POWER

 

0 shares

     6   

SHARED VOTING POWER

 

970,809 shares of Common Stock (2)

     7   

SOLE DISPOSITIVE POWER

 

0 shares

     8   

SHARED DISPOSITIVE POWER

 

970,809 shares of Common Stock (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

970,809 shares of Common Stock (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.2% (3)

12  

TYPE OF REPORTING PERSON*

 

IN

 

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes (i) 948,486 shares held by AV III and (ii) 22,323 shares held by AP III. Also includes warrants exercisable within 60 days of December 31, 2014 as follows: (i) 5,131 shares underlying a warrant held by AV III; and (ii) 120 shares underlying a warrant held by AP III. Klingenstein serves as Manager of Aberdare GP III, which serves as the general partner of AV III and AP III, and has voting and investment control over the shares owned by AV III and AP III, and may be deemed to own beneficially the shares held by AV III and AP III. Aberdare GP III owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.
(3) This percentage is calculated based upon 15,689,366 shares of the Issuer’s common stock outstanding as of October 31, 2014, as set forth on the Issuer’s Form 10-Q for the quarterly period ended September 30, 2014 filed with the Securities and Exchange Commission on November 13, 2014.


Introductory Note: This Statement on Schedule 13G is filed on behalf of Aberdare Ventures III, L.P., Aberdare Partners III, L.P., Aberdare GP III, L.L.C. and Paul H. Klingenstein in respect of shares of Common Stock, par value $0.0001 per share (“Common Stock”), of Conatus Pharmaceuticals Inc. (the “Issuer”).

 

Item 1

 

(a) Name of Issuer: Conatus Pharmaceuticals Inc.
(b) Address of Issuer’s
Principal Executive Offices: 16745 West Bernardo Drive, Suite 200, San Diego, CA 92127

 

Item 2

 

(a) Name of Person(s) Filing:

Aberdare Ventures III, L.P. (“AV III”)

Aberdare Partners III, L.P. (“AP III”)

Aberdare GP III, L.L.C. (“Aberdare GP III”)

Paul H. Klingenstein (“Klingenstein”)

 

(b)   Address of Principal Business Office: c/o Aberdare Ventures

235 Montgomery Street, Suite 1230

San Francisco, California 94104

(c)   Citizenship:

 

  AV III

Delaware

  AP III

Delaware

  Aberdare GP III

Delaware

  Klingenstein

United States of America

 

(d) Title of Class of Securities:         Common Stock

 

(e) CUSIP Number:         20600T 10 8

 

Item 3 Not applicable.

 

Page 6 of 9 Pages


Item 4 Ownership.

The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014:

 

Reporting Persons    Shares Held
Directly (1)
     Warrants
Held
Directly (1)
     Sole Voting
Power
     Shared Voting
Power (1)
     Sole
Dispositive
Power
     Shared
Dispositive
Power (1)
     Beneficial
Ownership (1)
    

Percentage of
Class

(1, 3)

 

AV III

     943,355         5,131         0         970,809         0         970,809         970,809         6.2

AP III

     22,203         120         0         970,809         0         970,809         970,809         6.2

Aberdare GP III (2)

     0         0         0         970,809         0         970,809         970,809         6.2

Klingenstein (2)

     0         0         0         970,809         0         970,809         970,809         6.2

 

(1) Represents the number of shares of Common Stock currently underlying all Securities held by the Reporting Persons.
(2) Klingenstein serves as Manager of Aberdare GP III, which serves as the general partner of AV III and AP III, and has voting and investment control over the shares owned by AV III and AP III, and may be deemed to own beneficially the shares held by AV III and AP III. Aberdare GP III and Klingenstein own no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.
(3) This percentage is calculated based upon 15,689,366 shares of the Issuer’s common stock outstanding as of October 31, 2014, as set forth on the Issuer’s Form 10-Q for the quarterly period ended September 30, 2014 filed with the Securities and Exchange Commission on November 13, 2014.

 

Item 5 Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  ¨

 

Item 6 Ownership of More Than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

 

Item 8 Identification and Classification of Members of the Group.

Not applicable.

 

Item 9 Notice of Dissolution of Group.

Not applicable.

 

Item 10 Certification.

Not applicable.

 

Page 7 of 9 Pages


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2015

 

/s/ Paul H. Klingenstein

Paul H. Klingenstein
ABERDARE VENTURES III, L.P.
By its General Partner, Aberdare GP III, L.L.C.
By:  

/s/ Paul H. Klingenstein

  Paul H. Klingenstein
  Manager
ABERDARE PARTNERS III, L.P.
By its General Partner, Aberdare GP III, L.L.C.
By:  

/s/ Paul H. Klingenstein

  Paul H. Klingenstein
  Manager
ABERDARE GP III, L.L.C.
By:  

/s/ Paul H. Klingenstein

  Paul H. Klingenstein
  Manager

Exhibit(s):

A - Joint Filing Statement

 

Page 8 of 9 Pages

EX-99.A 2 d873550dex99a.htm EX-A EX-A

EXHIBIT A

JOINT FILING STATEMENT

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Conatus Pharmaceuticals Inc. is filed on behalf of each of us.

Dated: February 13, 2015

 

/s/ Paul H. Klingenstein

Paul H. Klingenstein
ABERDARE VENTURES III, L.P.
By its General Partner, Aberdare GP III, L.L.C.
By:  

/s/ Paul H. Klingenstein

  Paul H. Klingenstein
  Manager
ABERDARE PARTNERS III, L.P.
By its General Partner, Aberdare GP III, L.L.C.
By:  

/s/ Paul H. Klingenstein

  Paul H. Klingenstein
  Manager
ABERDARE GP III, L.L.C.
By:  

/s/ Paul H. Klingenstein

  Paul H. Klingenstein
  Manager